EXHIBIT
3.3  AMENDED
AND RESTATED BYLAWS OF VICINITY
CORPORATION   ARTICLE
I  OFFICES  Section 1. Registered Office. The registered
office of Vicinity Corporation (hereinafter, called the corporation) shall be
in the City of Dover, County of Kent, State of Delaware.  Section 2. Other Offices. The corporation may also
have offices at such other places both within and without the State of Delaware
as the Board of Directors may from time to time determine or the business of
the corporation may require.  ARTICLE
II  STOCKHOLDERS  Section 1. Place of Meetings. Meetings of stockholders
shall be held at any place within or outside the State of Delaware designated
by the board of directors. In the absence of any such designation,
stockholders meetings shall be held at the principal executive office of the
corporation.  Section 2. Annual Meetings of Stockholders. The annual
meeting of stockholders shall be held each year on a date and time designated
by the board of directors. Any previously scheduled annual meeting of the
stockholders may be postponed by resolution of the board of directors upon
public notice given prior to the date previously scheduled for such annual
meeting of the stockholders.  Section 3. Special Meetings. A special meeting of the
stockholders may be called at any time by the board of directors, or by a
majority of the directors or by a committee of the board of directors which has
been duly designated by the board of directors and whose powers and authority,
as provided in a resolution of the board of directors, include the power to
call such meetings, but such special meetings may not be called by any other
person or persons. Any previously scheduled special meeting of the stockholders
may be postponed by resolution of the board of directors upon public notice
given prior to the date previously scheduled for such special meeting of the
stockholders.  Section 4. Notice of Stockholders Meetings. All
notices of meetings of stockholders shall be sent or otherwise given in
accordance with Section 5 of this Article II not less than ten (10) nor more
than sixty (60) days before the date of the meeting being noticed. The notice
shall specify the place, date and hour of the meeting and in the case of a
special meeting, the general nature of the business to be transacted.  Section 5. Manner of Giving Notice; Affidavit of
Notice. If mailed, notice shall be deemed to have been given when deposited in
the mail, postage prepaid, directed to the stockholder at his address appearing
on the books of the corporation or given by the stockholder to the corporation
for the purpose of notice. An affidavit of the mailing or other means of giving
any notice of any stockholders meeting shall be executed by the secretary,
assistant secretary or any transfer agent of the corporation giving such
notice, and shall be filed and maintained in the minute book of the
corporation.  Section 6. Quorum. The presence in person or by proxy
of the holders of a majority of the shares entitled to vote at any meeting of
stockholders shall constitute a quorum for the transaction of business. The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.  
    Section 7. Adjourned Meeting and Notice Thereof. Any
stockholders meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the chairman of the meeting, but in the
absence of a quorum, no other business may be transacted at such meeting,
except as provided in Section 6 of this Article II.  When any meeting of stockholders, either annual or
special, is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at a meeting at
which the adjournment is taken, unless a new record date for the adjourned meeting
is fixed, or unless the adjournment is for more than thirty (30) days from the
date set for the original meeting. Notice of any such adjourned meeting, if
required, shall be given to each stockholder of record entitled to vote at the
adjourned meeting in accordance with the provisions of Sections 4 and 5 of this
Article II. At any adjourned meeting the corporation may transact any business
which might have been transacted at the original meeting.  Section 8. Voting. The stockholders entitled to vote at
any meeting of stockholders shall be determined in accordance with the
provisions of Section 11 of this Article II. Such vote may be by voice vote or
by ballot, at the discretion of the chairman of the meeting. Any stockholder
entitled to vote on any matter (other than the election of directors) may vote
part of the shares in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal; but, if the stockholder
fails to specify the number of shares such stockholder is voting affirmatively,
it will be conclusively presumed that the stockholders approving vote is with
respect to all shares such stockholder is entitled to vote. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on any matter shall be the act of the
stockholders, unless the vote of a greater number or voting by classes is
required by the Delaware General Corporation Law or the certificate of
incorporation or the certificate of determination of preferences as to any
preferred stock. At a stockholders meeting involving the election of
directors, no stockholder shall be entitled to cumulate (i.e., cast for any one
or more candidates a number of votes greater than the number of the stockholders
shares). The candidates receiving the highest number of votes, up to the number
of directors to be elected, shall be elected.  Section 9. Waiver of Notice or Consent by Absent
Stockholders. The transactions of any meeting of stockholders, either annual or
special, however called and noticed, and wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, not present in person or by proxy, signs
a written waiver of notice or a consent to the holding of the meeting, or an
approval of the minutes thereof. The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any annual or
special meeting of stockholders. All such waivers, consents or approvals shall
be filed with the corporate records or made part of the minutes of the meeting.  Attendance of a person at a meeting shall also
constitute a waiver of notice of such meeting, except when the person objects,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened, and except that attendance at a
meeting is not a waiver of any right to object to the consideration of matters
not included in the notice of the meeting if such objection is expressly made
at the meeting.  Section 10. No Stockholder Action by Written Consent
Without a Meeting. Stockholders may take action only at a regular or special
meeting of stockholders.  Section 11. Record Date for Stockholder Notice and
Voting. For purposes of determining the holders entitled to notice of any
meeting or to vote, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days prior
to the date of any such meeting, and in such case only stockholders of record
on the date so fixed are entitled to notice and to vote, notwithstanding any
transfer of any shares on the books of the corporation after the record date
fixed as aforesaid, except as otherwise provided in the Delaware General
Corporation Law.  If the board of directors does not so fix a record
date, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.  
    Section 12. Proxies. Every person entitled to vote for
directors or on any other matter shall have the right to do so either in person
or by one or more agents authorized by a written proxy signed by the person and
filed with the secretary of the corporation. A validly executed proxy which
does not state that it is irrevocable shall continue in full force and effect
unless (i) revoked by the person executing it, prior to the vote pursuant
thereto, by a writing delivered to the corporation stating that the proxy is
revoked or by a subsequent proxy executed by, or attendance at the meeting and
voting in person by, the person executing the proxy, or (ii) written notice of
the death or incapacity of the maker of such proxy is received by the corporation
before the vote pursuant thereto is counted; provided, however, that no such
proxy shall be valid after the expiration of three (3) years from the date of
such proxy, unless otherwise provided in the proxy.  Section 13. Inspectors of Election; Opening and
Closing the Polls. The board of directors by resolution shall appoint one or
more inspectors, which inspector or inspectors may include individuals who
serve the corporation in other capacities, including, without limitation, as
officers, employees, agents or representatives, to act at the meetings of
stockholders and make a written report thereof. One or more persons may be
designated as alternate inspectors to replace any inspector who fails to act.
If no inspector or alternate has been appointed to act or is able to act at a
meeting of stockholders, the chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before discharging his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall have the duties prescribed by law.  The chairman of the meeting shall fix and announce at
the meeting the date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting.  Section 14. Nomination and Stockholder Business Bylaw.  (A) Annual Meetings of Stockholders.  (1) Nominations of persons for election to the board
of directors of the corporation and the proposal of business to be considered
by the stockholders may be made at an annual meeting of stockholders (a)
pursuant to the corporations notice of meeting, (b) by or at the direction of
the board of directors or (c) by any stockholder of the corporation who was a
stockholder of record at the time of giving of notice provided for in this
bylaw, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this bylaw.  (2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (c) of
paragraph (A)(1) of this bylaw, the stockholder must have given timely notice
thereof in writing to the secretary of the corporation and such other business
must otherwise be a proper matter for stockholder action. To be timely, a
stockholders notice shall be delivered to the secretary at the principal
executive offices of the corporation not less than the close of business on the
120th calendar day in advance of the first anniversary of the date the
corporations proxy statement was released to security holders in connection
with the preceding years annual meeting; provided, however, that if no annual
meeting was held in the previous year or the date of the annual meeting has
been changed by more than thirty (30) calendar days from the date contemplated
at the time of the previous years proxy statement, a proposal shall be
received by the corporation no later than the close of business on the tenth
day following the day on which notice of the date of the meeting was mailed or
public announcement of the date of the meeting was made, whichever comes first.
In no event shall the public announcement of an adjournment of an annual
meeting commence a new time period for the giving of a stockholders notice as
described above. Such stockholders notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as
a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to applicable federal
securities laws, including, without limitation, Regulation 14A under the
Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule
14a-11 thereunder (including such persons written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (b)
as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the corporations books, and of such beneficial  
    owner and (ii) the class and number of shares of the
corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.  (3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this bylaw to the contrary, in the event that the number of
directors to be elected to the board of directors of the corporation is
increased and there is no public announcement by the corporation naming all of
the nominees for director or specifying the size of the increased board of
directors at least 70 days prior to the first anniversary of the date of the
preceding years annual meeting, a stockholders notice required by this bylaw
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the secretary
at the principal executive offices of the corporation not later than the close
of business on the 10th day following the day on which such public announcement
is first made by the corporation.  (B) Special Meetings of Stockholders. Only such
business shall be conducted at a special meeting of stockholders as shall be
brought before the meeting pursuant to the corporations notice of meeting. A stockholders
nomination of one or more persons for election to the board of directors shall
only be permitted to be made at a special meeting of stockholders if: (i) the
corporations notice of such meeting specified that directors are to be elected
at such special meeting; (ii) such stockholder was a stockholder of record
entitled to vote at the meeting at the time of giving of notice provided for in
this bylaw; and (iii) if such stockholder complies with the notice procedures
set forth in this bylaw. In the event the corporation calls a special meeting
of stockholders for the purpose of electing one or more directors to the board
of directors, any such stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the
corporations notice of meeting, if the stockholders notice required by
paragraph (A)(2) of this bylaw shall be delivered to the secretary at the
principal executive offices of the corporation not earlier than the close of
business on the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the board of
directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholders notice as described above.  (C) General.  (1) Only such persons who are nominated in accordance
with the procedures set forth in this bylaw shall be eligible to serve as
directors. Except as otherwise provided by law, the certificate of
incorporation or these bylaws, the chairman of the meeting shall have the power
and authority to determine the procedures of a meeting of stockholders,
including, without limitation, the authority to determine whether a nomination
or any other business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth in this bylaw
and, if any proposed nomination or business is not in compliance with this
bylaw, to declare that such defective proposal or nomination shall be
disregarded.  (2) For purposes of this bylaw, public announcement
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.  (3) Notwithstanding the foregoing provisions of this
bylaw, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this bylaw. Nothing in this bylaw shall be deemed to
affect any rights (i) of stockholders to request inclusion of proposals
in the corporations proxy statement pursuant to Rule 14a-8 under the Exchange
Act or (ii) of the holders of any series of preferred stock, if any, to elect
directors under certain circumstances.  ARTICLE
III  DIRECTORS  Section 1. Powers. Subject to the provisions of the
Delaware General Corporation Law and any limitations in the certificate of
incorporation and these bylaws relating to action required to be approved by
the stockholders or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be  
    exercised by or under the direction of the board of
directors.  Section 2. Number and Qualification of Directors. The
number of directors of the corporation shall be nine (9).  Section 3. Election and Term of Office of Directors.
Directors shall be elected at the annual meeting of the stockholders. Each
director, including a director elected to fill a vacancy, shall serve for a
term ending on the date of the third annual meeting following the annual
meeting at which such director was elected and until a successor has been
elected and qualified or the earlier of his resignation or removal.  Section 4. Vacancies. Vacancies in the board of
directors may be filled by a majority of the remaining directors, though less
than a quorum, or by a sole remaining director. Each director elected to fill a
vacancy shall hold office for the remainder of the term of the person whom he
succeeds, and until a successor has been elected and qualified.  A vacancy or vacancies in the board of directors shall
be deemed to exist in the case of the death, retirement, resignation or removal
of any director, or if the board of directors by resolution declares vacant the
office of a director who has been declared of unsound mind by an order of court
or convicted of a felony, or if the authorized number of directors be
increased, or if the stockholders fail at any meeting of stockholders at which
any director or directors are elected, to elect the full authorized number of
directors to be voted for at that meeting.  Any director may resign or voluntarily retire upon
giving written notice to the chairman of the board, the president, the
secretary or the board of directors. Such retirement or resignation shall be
effective upon the giving of the notice, unless the notice specifies a later
time for its effectiveness. If such retirement or resignation is effective at a
future time, the board of directors may elect a successor to take office when
the retirement or resignation becomes effective.  No reduction of the authorized number of directors
shall have the effect of removing any director prior to the expiration of his
term of office.  Section 5. Place of Meetings and Telephonic Meetings.
Regular meetings of the board of directors may be held at any place within or
without the State of Delaware that has been designated from time to time by
resolution of the board. In the absence of such designation, regular meetings
shall be held at the principal executive office of the corporation. Special
meetings of the board shall be held at any place within or without the State of
Delaware that has been designated in the notice of the meeting or, if not
stated in the notice or there is no notice, at the principal executive office
of the corporation. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in such meeting can hear one another, and all such directors
shall be deemed to be present in person at such meeting.  Section 6. Annual Meetings. Immediately following each
annual meeting of stockholders, the board of directors shall hold a regular
meeting for the purpose of organization, any desired election of officers and
transaction of other business. Notice of this meeting shall not be required.  Section 7. Other Regular Meetings. Other regular
meetings of the board of directors shall be held at such time as shall from
time to time be determined by the board of directors. Such regular meetings may
be held without notice provided that notice of any change in the determination
of time of such meeting shall be sent to all of the directors. Notice of a
change in the determination of the time shall be given to each director in the
same manner as for special meetings of the board of directors.  Section 8. Special Meetings. Special meetings of the
board of directors for any purpose or purposes may be called at any time by the
chairman of the board or the president or any vice president or the secretary
or any two directors.  Notice of the time and place of special meetings shall
be delivered personally or by telephone to each director or sent by facsimile,
first-class mail or telegram, charges prepaid, addressed to each director at
his or her address as it is shown upon the records of the corporation. In case
such notice is mailed, it shall be deposited in the United States mail at least
four (4) days prior to the time of the holding of the meeting. In case such
notice is delivered personally, by telephone, facsimile or telegram, it shall
be delivered personally, or by telephone, by facsimile or to the telegraph
company at least twenty-four (24) hours prior to the time of the holding of the
meeting. Any oral notice given  
    personally or by telephone may be communicated to
either the director or to a person at the office of the director who the person
giving the notice has reason to believe will promptly communicate it to the
director. The notice need not specify the purpose of the meeting nor the place
if the meeting is to be held at the principal executive office of the
corporation.  Section 9. Quorum. A majority of the authorized number
of directors shall constitute a quorum for the transaction of business, except
to adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the board of directors. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for such meeting.  Section 10. Waiver of Notice. The transactions of any
meeting of the board of directors, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular call and
notice if a quorum be present and if, either before or after the meeting, each
of the directors not present signs a written waiver of notice, a consent to
holding the meeting or an approval of the minutes thereof. The waiver of notice
or consent need not specify the purpose of the meeting. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting. Notice of a meeting shall also be deemed given
to any director who attends the meeting without protesting, prior thereto or at
its commencement, the lack of notice to such director.  Section 11. Adjournment. A majority of the directors
present, whether or not constituting a quorum, may adjourn any meeting to
another time and place.  Section 12. Notice of Adjournment. Notice of the time
and place of an adjourned meeting need not be given, unless the meeting is
adjourned for more than twenty-four (24) hours, in which case notice of such
time and place shall be given prior to the time of the adjourned meeting, in
the manner specified in Section 8 of this Article III, to the directors who
were not present at the time of the adjournment.  Section 13. Action Without Meeting. Any action
required or permitted to be taken by the board of directors may be taken
without a meeting, if all members of the board shall individually or
collectively consent in writing to such action. Such action by written consent
shall have the same force and effect as a unanimous vote of the board of
directors. Such written consent or consents shall be filed with the minutes of
the proceedings of the board.  Section 14. Fees and Compensation of Directors.
Directors and members of committees may receive such compensation, if any, for
their services and such reimbursement of expenses, as may be fixed or
determined by resolution of the board of directors. Nothing herein contained
shall be construed to preclude any director from serving the corporation in any
other capacity as an officer, agent, employee, or otherwise, and receiving
compensation for such services.  ARTICLE
IV  COMMITTEES  Section 1. Committees of Directors. The board of
directors may, by resolution adopted by a majority of the authorized number of
directors, designate one or more committees, including an executive committee,
each consisting of two or more directors, to serve at the pleasure of the
board. The board may designate one or more directors as alternate members of
any committee, who may replace any absent member at any meeting of the
committee. Any such committee, to the extent provided in the resolution of the
board, shall have all the authority of the board, except with respect to:  (a) the approval of any action which, under the
General Corporation Law of Delaware, also requires the approval of the full board
of directors, or the stockholders of the outstanding shares;  (b) the filling of vacancies on the board of directors
or in any committee;  (c) the fixing of compensation of the directors for
serving on the board or on any committee;  
    (d) the amendment or repeal of bylaws or the adoption
of new bylaws;  (e) the amendment or repeal of any resolution of the
board of directors which by its express terms is not so amendable or
repealable;  (f) a distribution to the stockholders of the
corporation, except at a rate or in a periodic amount or within a price range
determined by the board of directors; or  (g) the appointment of any other committees of the
board of directors or the members thereof.  Section 2. Meetings and Action of Committees. Meetings
and action of committees shall be governed by, and held and taken in accordance
with, the provisions of Article III of these bylaws, Sections 5 (place of
meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum),
10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment) and 13
(action without meetings), with such changes in the context of those bylaws as
are necessary to substitute the committee and its members for the board of
directors and its members, except that the time of regular meetings of
committees may be determined by resolution of the board of directors as well as
the committee, special meetings of committees may also be called by resolution
of the board of directors, and notice of special meetings of committees shall
also be given to all alternate members, who shall have the right to attend all
meetings of the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws.  ARTICLE
V  OFFICERS  Section 1. Officers. The officers of the corporation
shall be chosen by the board of directors and shall include a chairman of the
board or president, or both, a vice president, a secretary and a chief
financial officer. The corporation may also have, at the discretion of the
board of directors, a president, one or more additional vice presidents, one or
more assistant secretaries, one or more assistant treasurers, and such other
officers as may be held by the same person.  Section 2. Election of Officers. The officers of the
corporation, except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article V, shall be
chosen annually by the board of directors, and each shall hold his office until
he shall resign or be removed or otherwise disqualified to serve or his
successor shall be appointed in accordance with the provisions of Section 3 of
this Article V. Any number of officers may be elected and qualified.  Section 3. Subordinate Officers, etc. The board of directors
may appoint, and may empower the chairman of the board to appoint, such other
officers as the business of the corporation may require, each of whom shall
hold office for such period, have such authority and perform such duties as are
provided in the bylaws or as the board of directors may from time to time
determine.  Section 4. Removal and Resignation of Officers. Any
officer may be removed, either with or without cause, by the board of
directors, at any regular or special meeting thereof, or, except in case of an
officer chosen by the board of directors, by any officer upon whom such power
of removal may be conferred by the board of directors.  Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.  Section 5. Vacancies in Office. A vacancy in any
office because of death, resignation, removal, disqualification, or any other
cause shall be filled in the manner prescribed in these bylaws for regular
appointments to such office.  Section 6. Chairman of the Board. The chairman of the
board shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction and control of the  
   business and affairs of the corporation.  Section 7. President. The president shall be the chief
operating officer of the corporation and shall exercise and perform such powers
and duties with respect to the administration of the business and affairs of
the corporation as may from time to time be assigned to him by the chairman of the
board or by the board of directors, or as may be prescribed by the bylaws.  Section 8. Vice Presidents. In the absence or
disability of the president, a vice president designated by the board of
directors shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as form time to time may be prescribed for them respectively by
the board of directors or the bylaws.  Section 9. Secretary. The secretary shall keep or
cause to be kept, at the principal executive office or such other place as the
board of directors may order, a book of minutes of all meetings and actions of
directors, committees of directors and stockholders, with the time and place of
holding, whether regular or special, and, if special, how authorized, the
notice thereof given, the names of those present at directors and committee
meetings, the number of shares present or represented at stockholders
meetings, and the proceedings thereof.  The secretary shall keep, or cause to be kept, at the
principal executive office or at the office of the corporations transfer agent
or registrar, as determined by resolution of the board of directors, a stock
register, or a duplicate register, showing the names of all stockholders and
their addresses, the number and classes of shares held by each, the number and
date of certificates issued for the same, and the number and date of cancellation
of every certificate surrendered for cancellation.  The secretary shall give, or cause to be given, notice
of all meetings of the stockholders and of the board of directors required by
the bylaws or by law to be given, and he shall keep the seal of the corporation
in safe custody, and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or by the bylaws.  Section 10. Chief Financial Officer. The chief
financial officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall be open at all reasonable times to
inspection by any director.  The chief financial officer shall deposit all monies
and other valuables in the name and to the credit of the corporation with such
depositories as may be designated by the board of directors. The chief
financial officer shall disburse the funds of the corporation as may be ordered
by the board of directors, shall render to the chairman of the board and
directors, whenever they request it, an account of all of his transactions as
chief financial officer and of the financial condition of the corporation, and
shall have other powers and perform such other duties as may be prescribed by
the board of directors or the bylaws.  Section 11. Assistant Secretaries and Assistant
Treasurers. Any assistant secretary may perform any act within the power of the
secretary, and any assistant treasurer may perform any act within the power of
the chief financial officer, subject to any limitations which may be imposed in
these bylaws or in board resolutions.  ARTICLE
VI  INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS  Section 1. Indemnification. The corporation shall
indemnify, in the manner and to the full extent permitted by law, any person
(or the estate of any person) who was or is a party to, or is threatened to be
made a party to, any threatened, pending or completed action, suit or
proceeding, whether or not by or in the right of the corporation, and whether
civil, criminal, administrative, investigative or otherwise, by reason of the
fact that such person is a director or officer of the corporation, and at the
discretion of the board of directors may indemnify any person (or the estate of
any person) who is such a party or threatened to be made such a party by reason
of the fact that such person is or  
    was an employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The corporation may, to the full extent permitted by law, purchase
and maintain insurance on behalf of any such person against any liability which
may be asserted against him and may enter into contracts providing for the indemnification
of such person to the full extent permitted by law. To the full extent
permitted by law, the indemnification provided herein shall include expenses
(including attorneys fees), judgments, fines and amounts paid in settlement,
and, in the manner provided by law, any such expenses may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding. The indemnification provided herein shall not be deemed to limit
the right of the corporation to indemnify any other person for any such
expenses to the full extent permitted by law, nor shall it be deemed exclusive
of any other rights to which any person seeking indemnification from the
corporation may be entitled under any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.  For the purposes of this Article V1, references to
the corporation shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors or officers so
that any person who is or was a director or officer of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the
provisions of this Article VI with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued.  For purposes of this Article VI, references to other
enterprises shall include employee benefit plans; references to fines shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to serving at the request of the corporation
shall include service as a director or officer of the corporation which imposes
duties on, or involves services by, such director or officer with respect to an
employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner not opposed to the best interests of
the corporation as referred to in this section.  ARTICLE
VII  GENERAL
CORPORATE MATTERS  Section 1. Record Date for Purposes Other Than Notice
and Voting. For purposes of determining the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any other lawful action, the
board of directors may fix, in advance, a record date, which date shall not
precede the date upon which the resolution fixing the record date is adopted by
the board of directors, and which shall not be more than sixty (60) nor less
than ten (10) days prior to any such action, and in such case only stockholders
of record on the date so fixed are entitled to receive the dividend,
distribution or allotment of rights or to exercise the rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date fixed as aforesaid, except as otherwise provided in the
Delaware General Corporation Law.  A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting. In order that the corporation
may determine the stockholders entitled to consent to corporate action in
writing without a meeting, the board of directors may fix a record date which
shall not be more than ten days after the date upon which the resolution fixing
the record date is adopted by the board of directors.  Section 2. Checks, Drafts, Evidences of Indebtedness.
All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the corporation
shall be signed or endorsed  
   by such person or persons and in such manner as, from
time to time, shall be determined by resolution of the board of directors.  Section 3. Corporate Contracts and Instruments, How
Executed. The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances; and, unless so authorized or ratified by the board of directors or
within the agency power of an officer, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or to any amount.  Section 4. Stock Certificates. A certificate or
certificates for shares of the capital stock of the corporation shall be issued
to each stockholder when any such shares are fully paid.  All certificates shall be signed in the name of the
corporation by the chairman of the board or the president or vice president and
by the chief financial officer, the treasurer or an assistant treasurer or the
secretary or any assistant secretary, certifying the number of shares and the
class or series of shares owned by the stockholder. Any or all of the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.  Section 5. Lost Certificates. Except as hereinafter in
this Section 5 provided, no new stock certificate shall be issued in lieu of an
old certificate unless the latter is surrendered to the corporation and
canceled at the same time. The board of directors may in case any stock
certificate or certificate for any other security is lost, stolen or destroyed,
authorize the issuance of a new certificate in lieu thereof, upon such terms
and conditions as the board of directors may require, including provision for
indemnification of the corporation secured by a bond or other adequate security
sufficient to protect the corporation against any claim that may be made
against it, including any expense or liability, on account of the alleged loss,
theft or destruction of such certificate or the issuance of such new certificate.  Section 6. Representation of Stock of Other
Corporations. The chairman of the board, the president, or any vice president,
or any other person authorized by resolution of the board of directors by any
of the foregoing designated officers, is authorized to vote on behalf of the
corporation any and all stock of any other corporation or corporations, foreign
or domestic, standing in the name of the corporation. The authority herein
granted to said officers to vote or represent on behalf of the corporation any
and all stock by the corporation in any other corporation or corporations may
be exercised by any such officer in person or by any person authorized to do so
by proxy duly executed by said officer.  Section 7. Construction and Definitions. Unless the
context requires otherwise, the general provisions, rules of construction, and
definitions in the Delaware General Corporation Law shall govern the
construction of the bylaws. Without limiting the generality of the foregoing,
the singular number includes the plural, the plural number includes the
singular, and the term person includes both a corporation and a natural
person.  Section 8. Fiscal Year. The fiscal year of the
corporation shall be fixed by resolution of the board of directors.  ARTICLE
VIII  AMENDMENTS  Section 1. Amendment. The bylaws, or any of them, may
be rescinded, altered, amended or repealed, and new bylaws may be made (i) by
the board of directors, by vote of a majority of the number of directors then
in office as directors, acting at any meeting of the board of directors, or
(ii) by the stockholders, by the vote of the holders of sixty-six and
two-thirds percent (66-2/3%) of the outstanding voting stock of the
corporation, at any annual or special meeting of stockholders, provided that
notice of such proposed amendment, modification, repeal or adoption is given in
the notice of the annual or special meeting; provided, however, that the bylaws
can only be amended if such amendment would not conflict with the certificate
of incorporation. Any bylaw made or altered by the requisite number of
stockholders may be altered or repealed by the board of directors or may be
altered or repealed by the  
   requisite number of stockholders.